Partnership Terms
This is the agreement between FoundedIn International Inc. and your organization. We wrote it to actually be read. If you get to the end and something is still unclear, email us before you accept and we will explain it properly.
Two things worth knowing up front. The commercial details, what you are getting and what you are paying, live in your invoice. This document is everything else: how we work together, what each of us is promising, and what happens if it goes wrong.
1. Who this is between
Us: FoundedIn International Inc. We will say we, us and FoundedIn.
You: the organization named on your partner profile. We will say you and your organization.
Whoever clicks accept is telling us they are authorized to sign for their organization. If that is not you, stop here and pass it to the person who can.
Clicking accept is a signature. It counts the same as signing on paper, and both of us agree to do business electronically.
2. What this is, and what it is not
You are joining the FoundedIn USA partner network. Your tier, what it includes and what it costs are in your invoice, which is part of this agreement.
Now the part the lawyers insist on, and they are right to. We call this a partnership because that is the English word for it. It is not a partnership at law, and it is not a joint venture, an agency, a franchise or an employment relationship. Neither of us owes the other's debts. Neither of us can sign anything on the other's behalf, or suggest to anyone that we can. Each of us is an independent contractor.
3. How long it runs
It starts the day you accept. Work starts right away. It runs for the period in your invoice and keeps going until one of us ends it under section 14.
4. Money
Every partnership is priced on its own, so what you pay is in your invoice rather than in here.
Invoices are due within 10 days of you receiving them. Everything is in U.S. dollars. Fees do not include sales, use or similar transaction taxes, and those are yours to pay where they apply. If we need a tax form from you, we will ask.
If your invoice includes a deposit, that deposit is not refundable. It holds your place and it pays for work that starts immediately.
If an invoice goes more than 10 days past due we may pause your partner benefits until it is sorted. Pausing means your directory profile is hidden, your tool goes offline, and you cannot submit new events. Nothing is deleted, and everything comes back when the invoice is paid. We will always tell you before we pause anything.
If we ever introduce new tiers, new components, referral arrangements or other ways of working together, none of it applies to you unless we agree it with you in writing.
5. What we do
Every partner gets a profile in the partner directory, a record in Discover where founders search, access to the partner portal, a place on our events calendar, and the ability to submit events for us to run or support with you.
Depending on your tier, and as set out in your invoice, you may also get: a lead generation tool that we build and host for you; a seat on the Innovator Council; the right to host or co-host a set number of events with us each year; office hours your team publishes for founders to book; sector exclusivity, which means we will not sign another partner at your tier in your sector nationally while your partnership is active and in good standing; sponsor sourcing for your events; co-marketing; and custom collaborations.
Beyond that, most of what we build together is built with you rather than picked off a list. Anything we agree that is not described here gets written down, and once it is written down it is part of your partnership.
If we host an event and you take a slot on it, that one does not count against your annual allowance.
We will make a real effort to deliver on time. Where something needs you, like approving copy or confirming a date, our timeline moves with yours.
One more thing. We are still building this platform and it will keep changing. If we ever retire something your partnership depends on, we will tell you well before it happens and we will work out what replaces it with you.
6. What we are asking from you
Keep your partner profile accurate. Respond to leads and introductions in a reasonable time. Do what you said you would do for events you host or co-host, including dates, speakers and materials. Follow the Community Charter, which is part of this agreement. And tell us if your organization is acquired, changes its name, or stops operating in the sector your partnership covers.
There is also a part we cannot really write as a clause. You are a leader in this network and we are asking you to act like one. Show up for the things you say you will show up for. Treat the people you meet here well. Be the kind of organization other people are glad to be in a room with.
7. Leads
Where we build you a tool, everything submitted through it comes to you as a lead, in the partner portal and wherever else you tell us to send it.
That lead data is yours. We hold it so we can show it to you and so we can keep the tool running. For that data you are the controller or business, and we are the processor or service provider, and we only use it to run the tool and show it to you.
We are not promising you a number of leads, a conversion rate, or any revenue. What we are promising is to build the tool, put it in front of the network, and pass on what comes through.
How you contact those people is on you. That includes CAN-SPAM, the Telephone Consumer Protection Act, and state privacy laws including the CCPA and CPRA in California and their equivalents in other states. This one genuinely matters. TCPA claims in particular are brought in volume and the damages are per message.
8. Events
We review events before they go up, and we may decline one or ask you to change it.
We run one network event a day so our team can actually support it. Dates are first come once they are confirmed.
Where we co-host, we agree in writing beforehand who is doing what.
If you are hosting in a physical space, you are the one running that event. That means the venue, the permits, accessibility under the Americans with Disabilities Act, the safety of the people in the room, and whatever happens on the day. Section 20 covers the insurance you need for it.
9. Your micro tool
If your partnership includes a tool, we build it to the brief you submit and we host it. We build it with you rather than for you, and we would rather get it right than get it finished.
Here is the ownership split, because it is the part people tend to assume wrong. We own the tool and the code behind it. You own your brand, your content and your data in it. You are paying us to build and run something for you, not to hand over the code. Nothing we build is a work made for hire for you.
You can ask for changes whenever you like and we make them at no cost, because a better tool works better for both of us. If what you are asking for is really a new build rather than a change, we will tell you before we start.
When the partnership ends, the tool comes down.
10. If you are an Integration partner
Some partners connect to us through an API or a shared system, so their service runs inside FoundedIn rather than beside it. If that is you, a few extra things apply.
Before we connect anything, we write down what data moves in each direction, what each of us may do with it, and who at each organization is responsible for it. That document forms part of this agreement.
Each of us keeps our own system secure and follows applicable privacy law for the data we hold. If either of us has a security incident affecting the other's data, we tell the other within 72 hours of finding out about it, and we cooperate on any notification either of us has to make under state breach notification law.
Neither of us is promising the other an uptime figure unless we have written one down. If we have, it is in your invoice or in the integration document.
When the partnership ends, we switch the connection off and stop sending you data. Anything either of us is legally required to keep, we keep. Everything else is deleted within 90 days, and neither of us keeps using the other's data after that.
11. Using each other's names
We can each use the other's name and logo to describe the partnership.
Neither of us can suggest an endorsement that was not actually given, and neither of us can use the other's marks for anything else without written permission. Anything either of us says publicly about the other has to be accurate, because the Federal Trade Commission treats a misleading endorsement as the advertiser's problem.
We will list you as a partner on our website, in the partner directory, and in our materials.
If you need your communications team to sign off an announcement before it goes out, tell us in your media kit and we will not publish until they have.
12. Keeping things private
Anything either of us shares that is marked confidential, or that any reasonable person would understand to be confidential, stays that way. That holds for two years after the partnership ends, and for as long as it qualifies as a trade secret under the Defend Trade Secrets Act or state law, whichever is longer.
It does not apply to something already public, something the other party already had, something independently developed without using the other's confidential information, or something a party is legally required to hand over.
13. Who owns what
You own your data. Your content, your brand materials, and the leads that come to you through a tool.
We own the platform, the Toolbox, the tools we build, the code behind them, our own data, and anything we develop while delivering your partnership. Nothing in this agreement moves any of that to you.
Platform data lives on U.S. infrastructure. We handle personal information in line with applicable U.S. privacy law and our privacy policy. You can export your lead data any time while the partnership is running, and for 30 days after it ends.
Each of us is responsible for our own privacy and marketing compliance.
14. Changing or ending it
If something is not working, tell us. We would rather fix it, and honestly most things are fixable. We are also fine with ending it if it is simply not the right fit. We would rather part well than drag it out.
Either of us can end this for any reason with 30 days written notice.
Either of us can end it immediately if the other materially breaches this agreement and has not cured it within 15 days of being told about it in writing.
We can end it immediately, with no notice period, if conduct breaches the Community Charter in a way we reasonably consider serious.
When it ends: fees already paid are not refunded, including any deposit. Anything invoiced for work already done or already committed is still payable. Your profile comes out of the directory. Your tool comes down. Any office hours you have published come off the calendar. Any integration is switched off. Your access to the partner portal ends. You have 30 days to export your lead data.
Sections 11, 12, 13, 15, 16, 17, 19, 21, 23 and 24 survive termination.
15. What we do not promise
We will deliver this partnership with reasonable skill and care. That is a real promise and we mean it.
Here is what we are not promising, and we have to be blunt, because a court will hold us to exactly what this says.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
In plain terms, that paragraph means we are standing behind the work we actually do and nothing beyond it.
We do not promise any commercial outcome. Not a number of leads, not introductions, not attendees, not sponsors, not revenue. Nothing said in a conversation, a deck, a proposal or any marketing material amounts to a promise of one.
THE PORTAL, THE PLATFORM AND THE TOOLBOX ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. WE DO NOT WARRANT THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
16. The most either of us can be on the hook for
This section decides how risk sits between us, and the fee reflects it. Please actually read this one.
16.1 Nothing in this agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by that party's negligence, for a party's gross negligence or willful misconduct, or for any other liability that cannot be limited or excluded under applicable law.
16.2 SUBJECT TO 16.1, NEITHER PARTY IS LIABLE TO THE OTHER, WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, FOR BREACH OF STATUTORY DUTY, IN RESTITUTION OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, LOSS OF CONTRACT, WASTED EXPENDITURE, OR LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, IN EACH CASE WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF IT.
16.3 SUBJECT TO 16.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE PARTNERSHIP, WHETHER IN CONTRACT, IN TORT INCLUDING NEGLIGENCE, OR OTHERWISE, IS LIMITED TO THE TOTAL FEES PAID BY YOU TO FOUNDEDIN INTERNATIONAL INC. UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. WHERE THE CLAIM ARISES DURING THE FIRST TWELVE MONTHS, THE CAP IS THE TOTAL FEES PAID UP TO THAT DATE.
16.4 The limitations in 16.2 and 16.3 apply even if a remedy set out in this agreement is found to have failed of its essential purpose.
16.5 Each party must bring any claim arising out of or in connection with this agreement within twelve months of the date on which it became aware, or should reasonably have become aware, of the facts giving rise to the claim. After that the claim is barred, to the extent permitted by applicable law.
16.6 If any part of this section is held unenforceable, the remainder continues to apply, and the unenforceable part is treated as modified to the minimum extent necessary to make it enforceable while preserving its intent.
In plain terms: neither of us can come after the other for lost profits or knock on damage, and the ceiling on any claim is what you paid us in the last year.
17. Covering each other
If someone sues us because of your content, your marks, your products or services, or because of how you handled leads or personal information, you will defend, indemnify and hold us harmless for it, including reasonable attorneys' fees.
If someone sues you because our platform or a tool we built for you infringes their intellectual property, we will defend, indemnify and hold you harmless for it, including reasonable attorneys' fees.
Either way, whoever wants covering has to notify the other promptly, let them control the defense, and give reasonable cooperation. Whoever is doing the covering cannot agree a settlement that imposes an obligation on the other party without that party's written consent.
18. Things nobody controls
Neither of us is liable for failing or being late because of something genuinely outside our reasonable control. A natural event, a power or network failure, an act of government, an epidemic, industrial action. Owing money is not covered by this. If it happens, the affected party tells the other promptly and does what it reasonably can to limit the effect.
19. If we disagree
Before anyone goes near a court, we talk. Someone senior from each of us gets on a call within 15 business days of either of us asking for one.
If that has not sorted it within 30 days, we go to mediation in Winnipeg, Manitoba, with a mediator we both agree on, and we split the cost.
If mediation does not work either, then it is the courts. Either of us can still go straight to court for an injunction if something genuinely cannot wait.
20. Insurance
If you host or co-host an in person event, you carry commercial general liability insurance of at least two million U.S. dollars per occurrence, you name FoundedIn International Inc. as an additional insured for that event, and we may ask to see the certificate before it happens.
If you are an Integration partner, you also carry cyber liability and technology errors and omissions cover appropriate to what you are connecting.
21. Playing by the rules
Each of us confirms that we will comply with applicable law in performing this agreement, including the Foreign Corrupt Practices Act, U.S. economic sanctions and export control law, and anti money laundering law. Neither of us will offer, give or accept anything improper to win or keep business connected to this agreement. Each of us confirms it is not a sanctioned party and is not owned or controlled by one. If either of us breaches this section, the other can end the agreement immediately.
Nothing in this agreement is intended to restrain trade. Nothing here requires either of us to fix prices, allocate customers or markets, or refuse to deal with anyone. Sector exclusivity applies only to who we sign as a partner at a given tier. It does not limit who you sell to, who you work with, or what you charge.
22. When we change these terms
We will update this document from time to time. When we do, we publish a new version with a summary of what changed, and we ask you to accept it the next time you sign in.
If you do not want the new version, you can end the partnership under section 14, and in that one case we will refund the unused portion of any fee you have already paid for a period that has not started yet. That is the one exception to the no refunds rule.
23. The rest of the small print
Neither of us can assign this agreement without the other's written consent, except to a successor of its business by merger, acquisition or sale of substantially all assets, where telling the other is enough.
Notices go to the contacts on file for each party. An email notice takes effect when it is sent, unless it bounces. A notice sent by nationally recognized overnight courier takes effect one business day after it goes out.
This agreement is between the two of us. There are no third party beneficiaries.
If any provision is held unenforceable, the rest continues in force and that provision is enforced to the greatest extent permitted.
Not enforcing something once is not a waiver of it, and a waiver on one occasion is not a waiver on any other.
This agreement, the Community Charter and your invoice are the entire agreement between us, and they supersede anything said or written before. Where your invoice conflicts with this document, the invoice governs the commercial terms and this document governs everything else.
24. Which law applies
This agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada that apply there, without regard to conflict of laws rules. The courts of Manitoba have exclusive jurisdiction, and each party consents to that jurisdiction and waives any objection based on venue or inconvenient forum.
Questions
ken@foundedinglobal.com. It goes to a person.